SECTION 1. PURPOSE

This revenue procedure amplifies Rev. Proc. 2005-51, 2005-2 C.B. 296,
which provides guidance to persons who may be required to pay certain penalties
under sections 6662(h), 6662A, or 6707A of the Internal Revenue Code, and
who may be required under section 6707A(e) to disclose those penalties on
reports filed with the Securities and Exchange Commission (“SEC”).

SECTION 2. BACKGROUND

.01 Section 6707A(e), as added by the American Jobs Creation Act of
2004, Pub. L. No. 108-357, 118 Stat. 1418, requires a person that is required
to file periodic reports under section 13 or 15(d) of the Securities Exchange
Act of 1934, or is required to be consolidated with another person for purposes
of those reports, to disclose in those reports for the periods specified by
the Secretary the requirement to pay the penalties set forth in section 6707A(e)(2).

.02 Section 4 of Rev. Proc. 2005-51 sets forth the report on which
the disclosures must be made, the information that must be disclosed, and
the deadlines by which persons must make the disclosures on reports filed
with the SEC in order to avoid additional penalties under section 6707A(e).

.03 Section 4.01 of Rev. Proc. 2005-51 specifically provides that a
person who files SEC Form 10-K, Annual Report, pursuant
to section 13 or 15(d) of the Securities Exchange Act of 1934, either separately
or consolidated with another person, must disclose in Item 3 (Legal Proceedings)
of Form 10-K the requirement to pay any penalty specified in section 2.05
of Rev. Proc. 2005-51.

.04 After the issuance of Rev. Proc. 2005-51, questions arose regarding
persons required to file periodic reports under section 13 or 15(d) of the
Securities Exchange Act of 1934, or required to be consolidated with another
person for purposes of those reports, but that file these periodic reports
on a form other than a Form 10-K.

SECTION 3. SCOPE

This revenue procedure applies to any person required to pay any penalty
described in section 2.05 of Rev. Proc. 2005-51 that is also required to file
periodic reports under section 13 or 15(d) of the Securities Exchange Act
of 1934 on a form other than a Form 10-K or is required to be consolidated
with another person for purposes of those reports.

SECTION 4. APPLICATION

.01 A person who files Form 10-KSB, Annual Report of Small
Business Issuers, pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934, either separately or consolidated with another person,
must disclose in Item 3 (Legal Proceedings) of Form 10-KSB the requirement
to pay any penalty specified in section 2.05 of Rev. Proc. 2005-51.

.02 A person who files Form 11-K, Annual Report of Employee
Stock Purchase, Savings and Similar Plans, must disclose in the
Form 11-K, under the subheading “Legal Proceedings”, the requirement
to pay any penalty specified in section 2.05 of Rev. Proc. 2005-51.

.03 A person who files Form 20-F, Annual Report of Foreign
Private Issuers, pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934, either separately or consolidated with another person,
must disclose in Item 8 (Financial Information) of Form 20-F, under the subheading
“Legal Proceedings”, the requirement to pay any penalty specified
in section 2.05 of Rev. Proc. 2005-51.

.04 A person who files Form 40-F, Annual Report of Certain
Canadian Issuers, pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934, either separately or consolidated with another person,
must disclose in the Annual Information Form filed as part of the Form 40-F,
under the subheading “Legal Proceedings”, the requirement to pay
any penalty specified in section 2.05 of Rev. Proc. 2005-51.

.05 A person who files Form N-SAR, Annual Report of Registered
Investment Companies, pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934, either separately or consolidated with another person,
must disclose in Sub-Item 77E (Legal Proceedings) of Form N-SAR the requirement
to pay any penalty specified in section 2.05 of Rev. Proc. 2005-51.

.06 A person who files Form N-CSR, Annual Report of Registered
Investment Companies, pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934, either separately or consolidated with another person,
must disclose in Item 1 (Reports to Stockholders) of Form N-CSR, under the
subheading “Legal Proceedings”, the requirement to pay any penalty
specified in section 2.05 of Rev. Proc. 2005-51.

.07 The same procedures described in sections 4.02 and 4.03 of Rev.
Proc. 2005-51 regarding the information that must be disclosed and the deadlines
by which persons must make the disclosures on reports filed with the SEC that
apply to Form 10-K apply to Forms 10-KSB, 11-K, 20-F, 40-F, N-SAR, and N-CSR,
as applicable.

SECTION 5. EFFECT ON OTHER DOCUMENTS

Rev. Proc. 2005-51, 2005-2 C.B. 296, is amplified.

SECTION 6. PAPERWORK REDUCTION ACT

The collections of information in Rev. Proc. 2005-51 have been previously
reviewed and approved by the Office of Management and Budget in accordance
with the Paperwork Reduction Act (44 U.S.C. 3507) under control number 1545-1956.
This revenue procedure does not make substantive changes to those collections
of information.

An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless the collection of information
displays a valid OMB control number.

SECTION 7. EFFECTIVE DATE

This revenue procedure is effective for any penalty specified in section
2.05 of Rev. Proc. 2005-51 that relates to a return or statement the due date
for which is after October 22, 2004.

SECTION 8. DRAFTING INFORMATION

The principal author of this revenue procedure is Matthew S. Cooper
of the Office of the Associate Chief Counsel (Procedure & Administration).
For further information regarding this revenue procedure, contact Matthew
S. Cooper at (202) 622-4940 (not a toll-free call).